DOC1658983900.pdf

Procure-to-Pay

3835 Holdrege Street | Lincoln, NE 68583-0742 | 402.472.2126 nebraska.edu/p2p

University of Nebraska Contract Summary

CONTRACTOR/COMPANY INFORMATION

Supplier Cornerstone Government Affairs Contact Geoff J. Gonella

Sourcing Agent Anthony Taylor Email geoff@cgagroup.com

REQUESTING DEPARTMENT

Participating Campuses

UNOP

Administrative Unit/Dept.

UNOP, External Relations

Department Contact Matt Hammons

CONTRACT DESCRIPTION/INFORMATION

Contract Summary (brief description and/ or event name)

Federal Lobbyist Contract between Cornerstone Government Affairs and the University of Nebraska System

Contract Document Document Amt Total Amt Start Date End Date Notes

Master Agreement $150,000 $150,000 8/1/2025 7/31/2026

COMPETITION/BID INFORMATION

Bid Number N/A

Competition NCPD Approved

Contract Information

Contract was reviewed by general counsel.

INTERNAL USE ONLY

CW34520

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Title: Master Services Agreement Revised: 241024

University of Nebraska Master Services Agreement

This University of Nebraska Master Services Agreement (“Agreement”) is effective as of August 1, 2025 (“Effective Date”) between the Board of Regents of the University of Nebraska a public body corporate and governing body of the University of Nebraska (“University”), which is composed of a chief governing administrative unit (University of Nebraska System), four universities (University of Nebraska at Kearney, University of Nebraska-Lincoln, University of Nebraska Medical Center, and University of Nebraska at Omaha), and such other institutions and units as may be designated by the Nebraska Legislature (each a “Campus” and collectively the “Campuses”), and Cornerstone Government Affairs, Inc. (“Supplier”).

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement the parties agree as follows:

1. Description of Services. Supplier shall perform the services identified in the statement of work attached to this Agreement (“Statement of Work”) and any subsequent proposal or statement of work incorporated by reference into this Agreement (collectively, “Services”). Supplier shall perform the Services to the satisfaction of University and with the standard of professional care and skill customarily provided in the performance of such service.

2. Payment. In full consideration for the Services performed by Supplier under this Agreement, University shall pay or cause to be paid to Supplier a fee, pursuant to the Statement of Work and any subsequent proposal or statement of work incorporated by reference into this Agreement, within forty-five

(45) days after University’s receipt of an accurate invoice and all requested supporting documentation.

Along with its invoice, Supplier shall submit adequate receipts and documentation as requested by

University to support reimbursement of all previously agreed upon reimbursable expenses. Supplier is expected to comply with applicable policies and procedures, including those stated within the University of

Nebraska Travel Policy (located at https://nebraska.edu/-/media/unca/docs/offices-and-policies/policies/policies/university-of-nebraska-travel-policy.pdf). University, in its discretion, may decline to reimburse expenses that are not pre-approved or fail to comply with applicable policies and procedures.

Supplier shall be solely responsible for payment of income, social security, and other employment taxes due to the proper taxing authorities, and that University will not deduct such taxes from any payments to

Supplier hereunder, unless required by law. No Services shall be deemed to be received by University until all such Services are completely delivered and finally accepted by University. Supplier may charge

University interest for late payment in compliance with Neb. Rev. Stat. § 81-2404.

3. Expenses, Equipment, Tools, Materials, and Supplies. University shall not be liable to Supplier for any expenses paid or incurred by Supplier unless otherwise agreed to in writing by University. Supplier shall supply, at its sole expense, all equipment, tools, materials, or supplies to perform the Services.

4. Taxes (Nonnegotiable). University is generally exempt from payment of state sales and use taxes and local occupation taxes within the State of Nebraska. University will furnish exemption certificates upon written request by Supplier. If Supplier is required to pay any taxes from which University is exempt as a result of doing business with University, it shall be solely responsible for the payment of those taxes.

5. Purchase Order Requirement. A purchase order shall be issued by University to Supplier for payment in accordance with the terms of this Agreement. All invoices submitted by Supplier shall make reference to the appropriate purchase order number to be eligible for payment.

6. Term. The initial term of this Agreement shall begin on the Effective Date and terminate on July

31, 2026 (the “Term”). Time is of the essence in this Agreement.

7. Confidentiality.

a. Definition. "Confidential Information" means all information furnished by one party (the “Disclosing

Party”) to the other party (the “Receiving Party”) that is (i) clearly marked or otherwise clearly https://nebraska.edu/-/media/unca/docs/offices-and-policies/policies/policies/university-of-nebraska-travel-policy.pdf https://nebraska.edu/-/media/unca/docs/offices-and-policies/policies/policies/university-of-nebraska-travel-policy.pdf

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Revised: 241024 designated as confidential or (ii) should be reasonably understood by the Receiving Party to be confidential.

b. Obligations. Except as otherwise required by law, the Receiving Party shall not use Confidential

Information for any purpose other than the purpose for which the Confidential Information was disclosed (the “Purpose”); shall protect and maintain Confidential Information in strict confidence;

and shall not , without the Disclosing Party’s prior written consent, disclose Confidential Information to any other person or entity, except those of the Receiving Party’s directors, officers, or employees

(“Representatives”) on a need-to-know basis to carry out the Purpose and who are advised of the confidential nature of the information and are under obligations of confidentiality and non-use at least as stringent as those herein.

c. Return or Destruction. Upon termination of the Agreement or request of the Disclosing Party, the

Receiving Party shall return or destroy all Confidential Information including materials containing such Confidential Information. Notwithstanding the foregoing and except for data subject to the terms of a Business Associate Agreement or Data Security Addendum to this Agreement, the

Receiving Party (i) may retain one (1) archival copy of the Confidential Information for legal, regulatory, or compliance purposes; (ii) shall not be required to return or destroy any computer files created during automatic system backups that are subsequently stored securely and to which its

Representatives do not have routine or unrestricted access; and (iii) shall continue to be bound by the non-use and confidentiality obligations of this Agreement in relation to any Confidential

Information retained pursuant to this subsection for as long as it is retained.

d. Exceptions. The obligations of this section do not apply to information that is in the public domain;

independently known, obtained, or discovered by the Receiving Party; or hereafter supplied to the

Receiving Party by a third party without restriction. If the Receiving Party is compelled by law to disclose any Confidential Information, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted).

e. Term. The obligations of this section shall survive termination of this Agreement (i) for a period of two (2) years from the date of termination of this Agreement and (ii) indefinitely in relation to

Confidential Information retained under subsection (c) of this section.

8. Property Rights. University will possess all rights to any creations, inventions, or other intellectual property and materials, including copyright, trade secrets, or patents in the same, which arise out of, are prepared by, or are developed in the course of Supplier’s performance. Work created by Supplier in connection with its performance under this Agreement shall belong to University as "work-made-for-hire" as such term is defined under 17 USC § 201, as amended. In the event such works are not copyrightable subject matter or for any reason cannot legally be considered a work-made-for-hire, Supplier hereby assigns all right, title, and interest in and to work created by Supplier in connection with its performance under this Agreement to University and shall execute all documents required to evidence such assignment.

University’s rights to any creations, inventions, or other intellectual property and materials, including copyright, trade secrets, or patents in the same, which arise out of, are prepared by, or are developed in the course of Supplier’s performance under this Agreement shall be exclusive and Supplier will not use, license, or permit such works to be used for any other purpose. Upon termination of this Agreement for any reason, University shall have the exclusive right, without further obligation to Supplier, throughout the world, in all languages, and in perpetuity to use the work created by Supplier in connection with its performance under this Agreement in any manner it deems appropriate, including, without limitation, editing, altering, and revising such work. This provision shall survive the termination of this Agreement.

9. Termination. In addition to any other remedies the party may have under law or equity, a party may terminate this Agreement for cause upon thirty (30) days' written notice to the other party of a material breach if such breach remains uncured at the expiration of such period. University may terminate this

Agreement for its convenience upon thirty (30) days’ prior written notice to Supplier. Upon termination of

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Revised: 241024 this Agreement, (a) Supplier shall promptly discontinue all work, unless the termination notice directs otherwise; (b) University shall promptly pay Supplier for all fees incurred up to and including the effective date of termination or Supplier shall refund to University a prorated share of any prepaid fees; (c) Supplier shall transfer custody of and title to all completed or partially completed Deliverables to University; (d)

Supplier shall promptly return to University any property provided by University to Supplier under this

Agreement; and (e) Supplier shall promptly return to University all information and data accumulated by

Supplier in performing this Agreement in a mutually acceptable format and manner.

10. Remedies. In addition to any remedies available to University under law or equity, University may, at its sole discretion, take or require one (1) or more of the following remedial actions if Supplier’s performance is deficient and does not comply with the requirements of this Agreement: (a) require Supplier to take corrective action to ensure that performance conforms to the requirements of this Agreement; (b) reduce payment to reflect the reduced value of the performance received; (c) require Supplier to subcontract all or part of the Services at no additional cost to University; (d) withhold payment or require payment of actual damages caused by the deficiency of the Services; (e) replace the deficient Services and deduct the costs of the replacement Services from payments to Supplier under this Agreement; (f) require

Supplier to cease, at its sole expense, performance of any non-conforming or deficient Services to

University; and (g) terminate this Agreement pursuant to any termination provisions within this Agreement.

These remedies are cumulative to the extent the remedies are not inconsistent, and University may pursue any remedy or remedies singly, collectively, successively or in any order whatsoever.

11. Representations and Warranties. Supplier warrants and represents that each of its employees and agents to perform the Services shall have the skills, training, and background reasonably commensurate with their level of performance or responsibility, to be able to perform in a competent and professional manner that is consistent with industry standards. Supplier further warrants the Services will conform to the requirements of this Agreement and that in performing the Services Supplier will not be in breach of any agreement with a third party. The foregoing warranties are conditions to this Agreement and are in addition to all other warranties, expressed or implied, and shall survive any delivery, inspection, acceptance, or payment by University. All warranties shall run to University. If any warranties specified herein or otherwise applicable are breached by Supplier, University may, at its election, require re-performance of the Services or terminate this Agreement and receive a full refund. Supplier shall hold

University harmless from any loss, damage, or expense, including court costs and reasonable attorneys’ fees, that University may suffer as a result of a breach or alleged breach of the foregoing warranties. The foregoing remedies are in addition to all other remedies University may have at law or in equity.

12. Relationship of Parties. No agency, partnership, or joint venture is created by this Agreement.

The parties affirmatively disclaim any intent to form such relationship. Supplier is solely responsible for maintenance and payment of insurance and the like that may be required by federal, state, or local law with respect to any sums paid hereunder. Supplier is not University’s agent or representative and has no authority to bind or commit University to any agreements or other obligations.

13. General Indemnity. To the fullest extent allowed by law, Supplier shall defend, indemnify, and hold harmless University, its regents, officers, employees, agents, and students (the “Indemnified Parties”), for any loss, claim, damage, expense, or liability of any kind, including reasonable attorneys’ fees and costs, arising out of or in connection with the performance or nonperformance of Supplier and its officers, employees, agents, and subcontractors under this Agreement.

14. Intellectual Property Indemnity. Supplier shall, at its sole cost and expense, defend, indemnify, and hold harmless the Indemnified Parties from and against any and all claims, to the extent such claims arise out of, result from, or are attributable to, the actual or alleged infringement or misappropriation of any patent, copyright, trade secret, or trademark or disclosure of confidential information of any third party by

Supplier or its employees, subcontractors, consultants, representatives, and agents; provided, however, University gives Supplier prompt notice in writing of the claim. Supplier may not settle any infringement

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Revised: 241024 claim that will affect University’s use of the Services without University’s prior written consent. If a judgment or settlement is obtained or reasonably anticipated against University’s use of any intellectual property for which Supplier has indemnified University, Supplier shall, at Supplier’s sole cost and expense, promptly modify the item or items which were determined to be infringing, acquire a license or licenses on University’s behalf to provide the necessary rights to University to eliminate the infringement, or provide University with a non-infringing substitute that provides University the same functionality.

15. Insurance. Supplier shall at its own expense obtain and maintain throughout the Term of this

Agreement general commercial liability insurance against claims for bodily injury, death, and property damage with limits of not less than $1,000,000.00 per occurrence, and $2,000,000.00 general aggregate to cover such liability caused by, or arising out of, activities of Supplier and its agents and/or employees while engaged in or preparing for the provision of the Services. If it is determined that the Services include providing technology services, software, or support, Supplier shall obtain and maintain cyber liability insurance coverage of not less than $3,000,000.00 per occurrence and in the aggregate throughout the

Term of this Agreement to cover such liability resulting or arising from acts, errors, or omissions in rendering such technology services, software, or support. Upon request by University, Supplier shall furnish to

University certificates of insurance evidencing that such insurance is effective prior to performance of the

Services. By requiring such minimum insurance, University shall not be deemed or construed to have assessed the risk or limited the liability that may be applicable to Supplier under this Agreement. Supplier shall assess its own risks and, if it deems appropriate, maintain higher limits or broader coverages. Supplier shall, upon request, include University as an additional insured on its general liability insurance policy on a primary and non-contributory basis. Supplier is not relieved of any liability or other obligations assumed or pursuant to this Agreement by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types.

16. Workers’ Compensation Insurance. Supplier shall maintain worker’s compensation insurance as required by law and shall provide certificate of same if requested by University. Failure to provide a certificate of worker’s compensation insurance may, at University’s option, result in termination of this

Agreement.

17. Assignment. This Agreement is non-assignable and non-transferrable unless agreed to in writing by the parties. Any attempt by either party to assign its rights or obligations hereunder without the written agreement of the other party shall be void.

18. Entire Agreement and Amendment. This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements or understandings between the parties with respect to the subject matter hereof. This Agreement may not be amended except by an agreement signed by Supplier and an authorized representative of University.

19. Governing Law and Forum (Nonnegotiable). Notwithstanding any other provision of this

Agreement or any amendment or Ancillary Document entered into contemporaneously or at a later time:

(a) University is an agency of a sovereign state and its authority to contract is therefore subject to limitation by the Constitution, statutes, common law, and regulations of the State of Nebraska; (b) this Agreement shall be governed, interpreted, and enforced under the laws of the State of Nebraska without giving effect to its conflicts of law provisions; (c) any action to enforce the provisions of this Agreement must be brought in the state courts located in Lancaster County, Nebraska; (d) the person signing this contract on behalf of

University does not have the authority to waive the sovereign immunity, Constitution, statutes, common law, or regulations of the State of Nebraska; and (e) all terms and conditions of this Agreement, including but not limited to the those concerning third party use, licenses, warranties, limitations of liability, governing law and venue, indemnity, liability, remedy, or other similar provisions, are entered into specifically subject to the Constitution, statutes, common law, regulations, and sovereign immunity of the State of Nebraska.

20. Authority to Conduct Business in Nebraska and Service of Process. Supplier must independently determine whether Supplier is required to register with the Nebraska Secretary of State, and, {00059478.DOCX; 3} Page 5 of 10

Revised: 241024 if so, must register and remain in good standing for the Term. If Supplier is not registered with the Nebraska

Secretary of State, Supplier hereby consents to service of process upon it by registered or certified mail, return receipt requested, at its address for notices under this Agreement. Service shall be completed upon

Supplier’s actual receipt of process, or upon University’s receipt of the return thereof by the United States

Postal Service, or a reasonable delivery service if Supplier’s address is outside the United States, as refused or undeliverable.

21. Conflict of Interest. Supplier certifies, to the best of its knowledge and belief, that (a) there is no unresolved actual or potential conflict of interest related to this Agreement and (b), if Supplier is a University employee, immediate family member of a University employee, or business associated with a University employee and this Agreement is valued at $2,000 or more, Supplier has, prior to execution of this

Agreement, provided written notification to the vice president for business and finance or relevant vice chancellor for business and finance, as applicable, of Supplier’s status as, relation to, or association with a

University employee and of this Agreement. If an actual or potential conflict of interest related to this

Agreement arises during the Term, Supplier shall provide to the vice president for business and finance or relevant vice chancellor for business and finance, as applicable, a written disclosure statement that describes all relevant information concerning the actual or potential conflict of interest. If the actual or potential conflict of interest cannot be resolved or University determines Supplier’s certification set forth in this section is false, University may declare this Agreement void and of no further force or effect and

University shall have no further obligations under this Agreement.

22. Work Status Verification. Supplier and its subcontractors shall use a federal immigration verification system to determine the work eligibility status of new employees physically performing services within the State of Nebraska pursuant to Neb. Rev. Stat. §§ 4-108 to 4-114.

23. Debarment List. Supplier certifies and warrants that it has not been debarred, suspended, or declared ineligible as defined in the Federal Acquisition Regulation 48 CFR Ch.1 Subpart 9.4. Supplier also certifies that Supplier, its partners, directors, officers, employees, licensees, subcontractors, or agents have not been excluded or debarred or otherwise become ineligible to participate in Federal health care programs pursuant to 42 USC § 1320a-7. The certification and warranty set forth in this section shall be an ongoing certification and warranty during the Term, and Supplier shall immediately notify University of any change in the status of the certification and warranty set forth in this section. If Supplier becomes excluded from

Federal health care program participation or placed on the Consolidated List of Debarred, Suspended, and

Ineligible Contractors, this Agreement may be terminated immediately, for cause, by University. If any partners, directors, officers, employees, licensees, subcontractors, personnel, or agents of Supplier become excluded from Federal health care program participation, such individual shall be removed from participating in this Agreement immediately. Failure by Supplier to remove such excluded individual immediately shall provide University the right to terminate this Agreement immediately for cause.

24. Taxpayer Transparency Act (Nonnegotiable). Under Neb. Rev. Stat. §§ 84-602.01 to 84-602.04, University is required to provide the Nebraska Department of Administrative Services with a copy of each contract that is a basis for an expenditure of state funds, including any amendments and documents incorporated by reference in the contract. Copies of all such contracts and documents will be published by the Nebraska Department of Administrative Services at https://statecontracts.nebraska.gov/. It shall be the sole responsibility of Supplier (a) to notify University of any requested redactions to this Agreement, any amendment to this Agreement, and any document incorporated by reference into this Agreement and (b) to indicate the legal basis for such requested redactions at the time of execution thereof. In addition, Supplier shall defend any challenge to such redactions at its own expense. Supplier’s failure to request redactions to any contracts or documents released by University under this section shall constitute a complete waiver of any and all claims for damages caused by any such release.

25. Public Records (Nonnegotiable). Under Neb. Rev. Stat. §§ 84-712 to 84-712.09, information or records of or belonging to University regarding, related to, or part of this Agreement will be open to public https://statecontracts.nebraska.gov/

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Revised: 241024 inspection and copying unless exempted from disclosure in accordance with University’s interpretation and application of applicable law. It shall be the sole responsibility of Supplier (a) to notify University of requested redactions to any such information or records that may otherwise be required to be open to public inspection and copying and (b) to indicate the legal basis for such requested redactions. In addition, Supplier shall defend any challenge to such requested redactions at its own expense. Supplier’s failure to request redactions to any information or records released by University under this section shall constitute a complete waiver of any and all claims for damages caused by any such release.

26. Nondiscrimination (Nonnegotiable). Neither Supplier nor any of its subcontractors shall discriminate against any employee, or applicant for employment to be employed in the performance of this

Agreement, with respect to hire, tenure, terms, conditions, or privilege of employment because of the race, color, religion, sex, disability, or national origin of the employee or applicant in accordance with the

Nebraska Fair Employment Practice Act (Neb. Rev. Stat. §§ 48-1101 to 48-1125).

27. Discrimination including Sexual Harassment. State and federal law, as well as University of

Nebraska Bylaws, policies, and guidelines prohibit discrimination (as defined therein) including harassment and retaliation, against students, employees, and other members of University community. Prohibited types of discrimination include discrimination on the basis of race, color, ethnicity, national origin, sex (including sexual harassment), pregnancy, sexual orientation, gender identity, religion, disability, age, genetic information, veteran status, marital status, political affiliation, and any other protected status. Supplier shall exercise control over itself, its employees, agents, contractors, and affiliated parties to prohibit acts of discrimination, including sexual harassment, against University students, employees, and other members of the University community. Supplier shall cooperate with University following any report of discrimination.

In the event University determines that Supplier or an employee, agent, contractor, or other person affiliated with Supplier has engaged in discrimination, including harassment, or other inappropriate conduct, Supplier will take prompt and effective action, in accordance with University’s direction, to prevent recurrence of the conduct and to correct its effects, which may include removal of Supplier or the employee, agent, contractor, or other person affiliated with Supplier from performance of the Services. Supplier’s failure to comply with

University’s directive or any other part of this provision may be cause for immediate termination of this

Agreement. Supplier acknowledges that University may have obligations to report any allegations or incidents of discrimination, including sexual harassment. Supplier and employees, agents, contractors, and other persons affiliated with Supplier who are directly performing the Services or present on University premises shall participate in any training as may be required by University from time to time, including training regarding sexual harassment.

28. Criminal Background Investigations. If applicable, Supplier represents and warrants that

Supplier has obtained, at its own expense and in a manner compliant with all applicable laws, a background screening for all of its employees who will be present on University premises. Such background screenings shall be completed consistent with current industry standards and shall, at a minimum, include the same degree of thoroughness as the background checks University conducts for its newly hired staff. Supplier shall update any background screening upon reasonable request by University and any request based upon the occurrence of any illegal activity involving Supplier or its personnel, or the reasonable suspicion of illegal activity shall be deemed reasonable. Supplier shall provide University with evidence of the completion of the required background screenings upon University's request. Alternatively, in the event

Supplier is an individual, University may require Supplier complete a background check consistent with current industry standards at University’s request. Supplier shall not hire, retain, or engage any individual directly involved in the performance of the Services who has been convicted (felony or misdemeanor) of or entered into a court-supervised diversion program for any sexual offense, felony assault (including domestic violence related incidents), child abuse, molestation or other crime involving endangerment of a minor, murder, or kidnapping. Supplier and Supplier’s employees or agents directly performing the Services cannot be listed on any sex offender registry. Other convictions, such as misdemeanor assault, drug distribution activity, felony drug possession, and any other felony or crime involving moral turpitude may also render

Supplier and Supplier’s employees or agents ineligible to directly perform the Services, taking into

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Revised: 241024 consideration (a) the nature and gravity of the offense(s), (b) the time that has passed since the offense or conduct and/or completion of the sentence, and (c) the nature of the Services. Supplier and Supplier’s employees or agents cannot be listed on any sex offender registry. Supplier shall ensure any third party with whom Supplier engages to provide any part of the Services shall comply with the same restrictions, conditions, and requirements of this section in the same capacity as Supplier.

29. Federal Funding Compliance (Nonnegotiable). If this Agreement involves federal funds, (a)

Supplier’s compliance in all respects with all applicable federal anti-discrimination laws is material to

Supplier’s performance under this Agreement; (b) Supplier certifies that it does not operate any programs promoting diversity, equity, and inclusion that violate such laws; and (c) Supplier’s failure to comply with such laws shall be considered a material breach of this Agreement.

If this Agreement is for $15,000 or more and involves federal funds, then Supplier shall comply with 41 CFR

§§ 60-300.5(a) and 60-741.5(a), which are incorporated herein by this reference. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilitiesand require action to employ and advance in employment individuals without regard to disability or veteran status.

If Supplier has fifty (50) or more employees and this Agreement involves payment of $50,000 or more in federal funds to Supplier, then Supplier shall develop or maintain a program as described in 41 CFR 60‐

741, subpart C. If Supplier has fifty (50) or more employees and this Agreement involves payment of

$150,000 or more in federal funds to Supplier, then Supplier shall develop or maintain a program as described in 41 CFR 60‐300, subpart C. To the extent any of the provisions of 2 CFR Appendix II to Part

200 apply to this Agreement, such provisions are incorporated herein by this reference.

30. Logos or University Marks. Supplier shall not use or display any University name, logo, trademark, service mark (individually a “Mark” and collectively the “Marks”) and/or other indicia designated by University as a source identifier, unless expressly authorized in writing by University. Any unauthorized use of Marks is expressly prohibited. Supplier shall not use University’s name in any manner that acts as an endorsement or is an appearance of any endorsement in any promotion, advertisement, solicitation, or other communication, especially as it relates to Supplier’s business.

31. Right to Audit Privilege (Nonnegotiable). University reserves the right to audit or inspect work performed by Supplier under this Agreement. University may participate directly or through an appointed representative in order to verify that the Services have been performed in accordance with the procedures indicated.

32. Affiliates. “Affiliates” for the purposes of this Agreement are agents, contractors, consultants, or other entities or individuals who are authorized by University to use the Services. Affiliates may be added by University upon written notice to Supplier. Affiliates may avail themselves to the benefits of this

Agreement by way of a separate agreement between Affiliate and Supplier. Affiliates include, without limitation, any public agency or instrumentality of the government of the State of Nebraska or political subdivisions within the State of Nebraska, any entity in which the Board of Regents of University has at least a fifty percent (50%) controlling interest, and The Nebraska Medical Center d/b/a Nebraska Medicine.

33. No Personal Liability. In no event shall any regent, official, officer, employee, agent, or student of

University be personally liable or responsible for any representation, statement, covenant, warranty or obligation contained in, or made in connection with, this Agreement, express or implied.

34. Campuses. By virtue of the authority granted by the Board of Regents of University of Nebraska, each Campus may execute certain contracts on their own behalf. Supplier acknowledges one or more

Campuses may participate under this Agreement. The Campuses shall not be considered “Affiliates” for purposes of this Agreement.

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Revised: 241024

35. Compliance. Supplier and its employees and agents will comply with all laws, ordinances, codes, rules, regulations, and licensing requirements that are applicable to the conduct of its business, including those of federal, state, and local agencies having jurisdiction and/or authority, as well as applicable

University policies.

36. Incorporation and Priority of Documents. Any document that is ancillary to this Agreement

(including without limitation any solicitation, purchase order, addendum, exhibit, appendix, bid, proposal, quotation, or statement of work) (“Ancillary Document”) constitutes part of this Agreement if: (a) attached to this Agreement at execution thereof or (b) signed by an authorized signatory from each party at or subsequent to execution of this Agreement.

Notwithstanding any provision to the contrary in any of the following documents, precedence is established by the order of the following documents: (1) duly executed amendments to this Agreement (to the extent not superseded by a subsequent amendment); (2) this Agreement and any Ancillary Document originating with University and incorporated by reference into this Agreement; and (3) any Ancillary Document not originating with University and incorporated by reference into this Agreement. In the event of conflicting or inconsistent provisions between any of the foregoing documents, a document identified with a lower numerical value in this section shall supersede a document identified with a higher numerical value in this section to the extent necessary to resolve any such conflict or inconsistency. In the event an issue is addressed in one of the foregoing documents but is not addressed in another of such documents, no conflict or inconsistency shall be deemed to occur. Where terms and conditions specified in Supplier’s bid, proposal, or quotation differ from the terms and conditions in University’s solicitation, the terms and conditions in the solicitation shall apply. Where terms and conditions specified in Supplier’s bid, proposal, or quotation supplement the terms and conditions in University’s solicitation, the supplemental terms and conditions shall apply only if specifically accepted by University in writing.

37. Severability. The terms of this Agreement are severable. If any term or provision is declared by a court of competent jurisdiction to be illegal, void, or unenforceable the remainder of the provisions shall continue to be valid and enforceable.

38. Survival. Provisions surviving termination of this Agreement are those which on their face affect rights and obligations after termination and also include provisions concerning indemnification, confidentiality, representations and warranties, and governing law and venue.

39. Waiver. A waiver of any term or provision of this Agreement by University shall not be deemed to be a waiver of such provision on any subsequent breach of the same or any other provision contained in this Agreement. Any such waiver must be in writing to be effective, and no such waiver or waivers shall serve to establish a course of performance between the parties contradictory to the terms hereof.

40. Notices. Any notice required or permitted to be given under this Agreement shall be in writing, sent via certified mail or hand delivery, effective when received, and delivered to the addresses provided on the signature page of this Agreement.

41. Electronic Signatures. This Agreement and any other documents to be delivered in connection herewith may be electronically signed, and any electronic signatures appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.

42. Subcontractors. Supplier shall not subcontract all or substantially all of any facet of the Services without the prior written approval of University. Supplier shall be fully responsible for the acts and omissions of its subcontractors and of the persons directly or indirectly employed by them. Every subcontractor shall be bound by the terms of this Agreement; provided, however, that no contractual relationship shall exist between any subcontractor and University, unless evidenced in a separate contract independent of this

Agreement with Supplier.

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43. Unavailability of Funding (Nonnegotiable). Due to possible future reductions in state and/or federal funds, University cannot guarantee the continued availability of funding of this Agreement notwithstanding the consideration contained within this Agreement. In the event funds to finance this

Agreement become unavailable, either in full or in part, due to such reductions, University may terminate this Agreement or reduce the consideration upon notice in writing to Supplier. Said notice shall be delivered by certified mail (return receipt requested) or in person (with proof of delivery). University shall be the final authority as to the availability of funds. The effective date of such termination or reduction in consideration shall be the actual effective date of the elimination or reduction of funding. In the event of a reduction in consideration, Supplier may cancel this Agreement as of the effective date of the proposed reduction upon the provision of advance written notice to University. Supplier shall be entitled to receive just and equitable compensation for any satisfactory work performed up to the effective date of the termination. In the event of unavailability of funding, University shall not be liable for any penalty, expense, or liability, or for general, special, incidental, consequential, or other damages resulting therefrom.

44. Foreign Adversary Certification. The terms in this section defined in Neb. Rev. Stat. § 73-903 shall have the meaning defined therein. If this Agreement is for a technology-related product or service and no exception set forth in Neb. Rev. Stat. § 73-906(2) applies, Supplier certifies that it is not a scrutinized company, it will not subcontract with any scrutinized company for any aspect of performance of this

Agreement, and any products or services provided under this Agreement do not originate with a scrutinized company. The certification set forth in this section shall be an ongoing certification during the Term and

Supplier shall immediately notify University of any change in the status of the certification set forth in this section.

[Signature page to follow]

{00059478.DOCX; 3} Page 10 of 10

Revised: 241024

IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date set forth below.

Board of Regents of the University of Nebraska

Signature:

Printed Name:

Date:

Title:

Supplier

Signature:

Printed Name:

Date:

Title:

Notices to University shall be sent to:

Matt Hammons

3835 Holdrege Street

Lincoln, NE 68583-0745

Notices to Supplier shall be sent to:

Geoff J. Gonella 800 Maine Avenue SW, 7th Floor Washington D.C. 20024 geoff@cgagroup.com

With copy to:

Legal Notices C/O P2P Procurement Contracts 1700 Y Street, BSC 125 Lincoln, NE 68588-0645

With copy to (optional):

07/24/25 | 23:38 CDT

Geoff Gonella

Chief Executive Officer

Doug Carlson

07/25/25 | 06:15 CDT

AVP & Director of University Services

SCOPE OF SERVICES AND TERMS FOR THE UNIVERSITY OF NEBRASKA

Needs Assessment: From the start of our engagement with, we will work collaboratively with your leadership team to devise a strategic engagement plan with specific goals. We recommend starting with a deep-dive meeting (Needs Assessment) where members of our team spend time with the University of Nebraska team learning about current strengths, challenges, strategic priorities and potential areas of growth. During these meetings, we will identify programs, projects and activities of specific interest to the company’s short-, mid- and long-term priorities. We will also gain a greater understanding of your technologies and services that will help inform our efforts more directly, as we work together to craft a strategic vision and an engagement plan.

Strategy Implementation: Based on our current understanding of your objectives, we propose the following scope of work:

Mutually develop and implement a strategic, bipartisan federal engagement plan to increase the University of Nebraska’s visibility in front of key federal policymakers in the legislative and executive branches to further build support around key initiatives.

Secure congressional champions who can help pursue research funding for the University of Nebraska.

Engage key departments, as needed, with the University of Nebraska’s overarching engagement strategy, in an effort to identify and pursue new champions and opportunities, including but not limited:

o United State Department of Agriculture (USDA) o Department of Defense (DoD)

Office of the Assistant Secretary of Defense for Health Affairs Defense Health Agency (DHA) Congressionally Directed Medical Research Programs (CDMRP) Uniformed Services University of the Health Sciences Military Medical Departments Defense Advanced Research Projects Agency (DARPA)

Build awareness and support for the University of Nebraska research portfolio and initiatives among key members and committee staff, including those on the following:

o House and Senate Appropriations Committees o House and Senate Armed Services Committees o Senate Agriculture, Nutrition and Forestry Committee o House Agriculture Committee o Nebraska congressional delegation

Monitor and identify key funding opportunities that the University of Nebraska may be eligible to pursue.

Monitor and report on all federal legislation of interest to the University of Nebraska.

Monitor and report on policy issues impacting the University of Nebraska’s priorities.

Notify University of Nebraska’s leadership of opportunities to engage with relevant federal stakeholders through Cornerstone-hosted events or current client base to garner public support from other industry groups.

For the scope of work outlined above, we propose a $12,500 monthly retainer for an initial term of 12 months, beginning August 1, 2025.

Certificate Of Completion Envelope Id: E0F1E5EF-E9FA-47BD-B03E-F7CC44270835 Status: Completed

Subject: CW34520 - Federal Lobbyist - Cornerstone Government Affairs

Source Envelope:

Document Pages: 12 Signatures: 2 Envelope Originator:

Certificate Pages: 5 Initials: 0 Anthony Taylor

AutoNav: Enabled

EnvelopeId Stamping: Disabled

Time Zone: (UTC-08:00) Pacific Time (US & Canada)

1400 R Street

LINCOLN, NE 68588

ataylor68@nebraska.edu

IP Address: 35.223.106.21

Record Tracking Status: Original

7/24/2025 5:21:16 PM

Holder: Anthony Taylor ataylor68@nebraska.edu

Location: DocuSign

Signer Events Signature Timestamp Geoff Gonella geoff@cgagroup.com

Chief Executive Officer

Cornerstone Government Affairs, Inc.

Security Level: Email, Account Authentication (None)

Signature Adoption: Pre-selected Style

Using IP Address: 73.212.168.98

Sent: 7/24/2025 5:26:50 PM

Viewed: 7/24/2025 11:36:45 PM

Signed: 7/24/2025 11:38:38 PM

Electronic Record and Signature Disclosure:

Accepted: 7/24/2025 11:36:45 PM ID: ada55fa7-f9c1-49eb-9c01-21e0c233a398

Doug Carlson

DOUGCARLSON@NEBRASKA.EDU

AVP & Director of University Services

University of Nebraska

Security Level: Email, Account Authentication (None)

Signature Adoption: Drawn on Device

Using IP Address: 134.231.65.241

Signed using mobile

Sent: 7/24/2025 11:38:39 PM

Viewed: 7/25/2025 6:15:26 AM

Signed: 7/25/2025 6:15:46 AM

Electronic Record and Signature Disclosure:

Accepted: 10/25/2023 3:32:47 PM ID: 4a88cc25-8c59-4e69-a50d-c62593e32a4c

In Person Signer Events Signature Timestamp

Editor Delivery Events Status Timestamp

Agent Delivery Events Status Timestamp

Intermediary Delivery Events Status Timestamp

Certified Delivery Events Status Timestamp

Carbon Copy Events Status Timestamp Teresa DiGioia tdigioia@cgagroup.com

Security Level: Email, Account Authentication (None)

Sent: 7/24/2025 5:26:49 PM

Electronic Record and Signature Disclosure:

Not Offered via Docusign

Carbon Copy Events Status Timestamp Matt Hammons mhammons@nebraska.edu

Assistant VP and Director of Federal Relations, University of Nebraska System

University of Nebraska

Security Level: Email, Account Authentication (None)

Sent: 7/25/2025 6:15:48 AM

Electronic Record and Signature Disclosure:

Not Offered via Docusign

Teresa DiGioia tdigioia@cgagroup.com

Security Level: Email, Account Authentication (None)

Sent: 7/25/2025 6:15:48 AM

Electronic Record and Signature Disclosure:

Not Offered via Docusign

Witness Events Signature Timestamp

Notary Events Signature Timestamp

Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 7/24/2025 5:26:49 PM

Certified Delivered Security Checked 7/25/2025 6:15:26 AM

Signing Complete Security Checked 7/25/2025 6:15:46 AM

Completed Security Checked 7/25/2025 6:15:48 AM

Payment Events Status Timestamps

Electronic Record and Signature Disclosure

ELECTRONIC RECORD AND SIGNATURE DISCLOSURE

From time to time, NU Contracts+Ariba (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system.

Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature

Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.

Getting paper copies

At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time

(usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a

$0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.

Withdrawing your consent

If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.

Consequences of changing your mind

If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.

All notices and disclosures will be sent to you electronically

Electronic Record and Signature Disclosure created on: 5/16/2023 6:53:28 PM Parties agreed to: Geoff Gonella, Doug Carlson

Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required…